## Domain Name Purchase Agreement

This Domain Name Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Name], a [State] [Entity Type] with a principal place of business at [Seller Address] (the "Seller"), and [Buyer Name], a [State] [Entity Type] with a principal place of business at [Buyer Address] (the "Buyer").

**1.  Introduction**

1.1. The Seller is the owner of the domain name [Domain Name] (the "Domain Name").

1.2. The Buyer desires to purchase the Domain Name from the Seller on the terms and conditions set forth in this Agreement.

**2.  Purchase and Sale**

2.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Domain Name for the purchase price of [Purchase Price] (the "Purchase Price").

2.2. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

*   [Payment Method]

2.3. The Seller shall transfer ownership of the Domain Name to the Buyer upon receipt of the Purchase Price.

**3.  Representations and Warranties**

3.1. The Seller represents and warrants to the Buyer that:

*   The Seller is the sole and exclusive owner of the Domain Name and has the full right, power, and authority to sell the Domain Name to the Buyer.
*   The Domain Name is not subject to any liens, encumbrances, or other third-party claims.
*   The Domain Name is not currently being used by any other party.
*   The Seller has not received any notices of any disputes or claims relating to the Domain Name.

3.2. The Buyer represents and warrants to the Seller that:

*   The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Domain Name.
*   The Buyer will use the Domain Name in accordance with all applicable laws and regulations.

**4.  Indemnification**

4.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Seller's representations and warranties set forth in Section 3.1 of this Agreement.

4.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Buyer's representations and warranties set forth in Section 3.2 of this Agreement.

**5.  Disclaimer of Warranties**

5.1. THE DOMAIN NAME IS PROVIDED "AS IS" AND THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOMAIN NAME, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.2. THE SELLER DOES NOT WARRANT THAT THE DOMAIN NAME WILL BE AVAILABLE FOR USE BY THE BUYER OR THAT THE DOMAIN NAME WILL BE FREE FROM ANY DEFECTS OR ERRORS.

**6.  Termination**

6.1. This Agreement may be terminated by either party upon written notice to the other party if the other party breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

**7.  Governing Law**

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**8.  Dispute Resolution**

8.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [Arbitration Institution]. The arbitration shall be held in [City, Country]. The decision of the arbitrator shall be final and binding on the parties.

**9.  Notices**

9.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Seller:

[Seller Name]
[Seller Address]

If to the Buyer:

[Buyer Name]
[Buyer Address]

**10.  Entire Agreement**

10.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**11.  Severability**

11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

**12.  Waiver**

12.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

**13.  Assignment**

13.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

**14.  Counterparts**

14.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Seller Signature]**

**[Seller Name]**

**[Buyer Signature]**

**[Buyer Name]**

### Table of Contents

1.  Introduction
2.  Purchase and Sale
3.  Representations and Warranties
4.  Indemnification
5.  Disclaimer of Warranties
6.  Termination
7.  Governing Law
8.  Dispute Resolution
9.  Notices
10. Entire Agreement
11. Severability
12. Waiver
13. Assignment
14. Counterparts

### TLDR

This Domain Name Purchase Agreement outlines the terms and conditions for the sale and purchase of a domain name between the Seller and the Buyer. It includes representations and warranties, indemnification, disclaimer of warranties, termination provisions, governing law, dispute resolution, and other standard provisions.

### Conclusion

This Domain Name Purchase Agreement is a legally binding document that outlines the terms and conditions for the sale and purchase of a domain name. It is important to carefully review the Agreement and seek legal advice before signing it.

***

## Sample Domain Name Purchase Agreement

***

**DOMAIN NAME PURCHASE AGREEMENT**

This Domain Name Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Full Name], residing at [Seller Address] (the "Seller"), and [Buyer Full Name], residing at [Buyer Address] (the "Buyer").

**WITNESSETH:**

WHEREAS, the Seller is the owner of the domain name [Domain Name] (the "Domain Name"); and

WHEREAS, the Buyer desires to purchase the Domain Name from the Seller on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

**1.  PURCHASE AND SALE**

1.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Domain Name for the purchase price of [Purchase Price] (the "Purchase Price").

1.2. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

*   [Payment Method]

1.3. The Seller shall transfer ownership of the Domain Name to the Buyer upon receipt of the Purchase Price.

**2.  REPRESENTATIONS AND WARRANTIES**

2.1. The Seller represents and warrants to the Buyer that:

*   The Seller is the sole and exclusive owner of the Domain Name and has the full right, power, and authority to sell the Domain Name to the Buyer.
*   The Domain Name is not subject to any liens, encumbrances, or other third-party claims.
*   The Domain Name is not currently being used by any other party.
*   The Seller has not received any notices of any disputes or claims relating to the Domain Name.

2.2. The Buyer represents and warrants to the Seller that:

*   The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Domain Name.
*   The Buyer will use the Domain Name in accordance with all applicable laws and regulations.

**3.  INDEMNIFICATION**

3.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Seller's representations and warranties set forth in Section 2.1 of this Agreement.

3.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Buyer's representations and warranties set forth in Section 2.2 of this Agreement.

**4.  DISCLAIMER OF WARRANTIES**

4.1. THE DOMAIN NAME IS PROVIDED "AS IS" AND THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOMAIN NAME, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.2. THE SELLER DOES NOT WARRANT THAT THE DOMAIN NAME WILL BE AVAILABLE FOR USE BY THE BUYER OR THAT THE DOMAIN NAME WILL BE FREE FROM ANY DEFECTS OR ERRORS.

**5.  TERMINATION**

5.1. This Agreement may be terminated by either party upon written notice to the other party if the other party breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

**6.  GOVERNING LAW**

6.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**7.  DISPUTE RESOLUTION**

7.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [Arbitration Institution]. The arbitration shall be held in [City, Country]. The decision of the arbitrator shall be final and binding on the parties.

**8.  NOTICES**

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Seller:

[Seller Full Name]
[Seller Address]

If to the Buyer:

[Buyer Full Name]
[Buyer Address]

**9.  ENTIRE AGREEMENT**

9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**10. SEVERABILITY**

10.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

**11. WAIVER**

11.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

**12. ASSIGNMENT**

12.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

**13. COUNTERPARTS**

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Seller Signature]**

**[Seller Full Name]**

**[Buyer Signature]**

**[Buyer Full Name]**

***

### Sources:

*   [Domain Name Purchase Agreement Template - Freshdox](https://www.freshdox.com/document/domain-purchase-agreement-template/)
*   [Domain Sale Agreement: Pre-built template | airSlate SignNow](https://www.signnow.com/template/domain-name-purchase-agreement)
*   [Domain Sale Agreement: Everything You Need to Know - UpCounsel](https://www.upcounsel.com/domain-sale-agreement)
*   [Domain Name Purchase Agreements - IPWatchdog.com | Patents ...](https://ipwatchdog.com/business/domain-name-purchase-agreements/)
*   [Domain Name Purchase Agreement - DomainSherpa.com](https://www.domainsherpa.com/domain-name-purchase-sale-agreement/)
*   [What Is a Domain Name Purchase Agreement? - aaronhall.com](https://aaronhall.com/insights/business-law/types-of-contracts/what-is-a-domain-name-purchase-agreement/)
*   [Domain Transfer Agreement: Templates & Samples](https://www.gavel.io/document-types/domain-transfer-agreement)
*   [Free Website Purchase Agreement - PDF | Word – eForms](https://eforms.com/purchase-agreements/website/)

### Case Laws

*   **Ikea v. Beijing CINet (2001)**: This landmark case in China involved a dispute over the domain name "ikea.com.cn." Ikea successfully argued that the domain name was registered in bad faith and that the defendant was engaging in cybersquatting. This case highlights the importance of protecting trademarks and brand names in the online world.
*   **Uniform Domain-Name Dispute-Resolution Policy (UDRP)**: This policy, established by the Internet Corporation for Assigned Names and Numbers (ICANN), provides a framework for resolving disputes over domain names. The UDRP allows trademark holders to challenge the registration of domain names that are confusingly similar to their trademarks.



## Domain Name Purchase Agreement for an Online Business

### Table of Contents

1. Introduction
2. Definitions
3. Agreement to Sell and Purchase
4. Purchase Price
5. Payment Terms
6. Transfer of Domain Name
7. Representations and Warranties
8. Indemnification
9. Confidentiality
10. Governing Law and Dispute Resolution
11. Miscellaneous Provisions
12. Signatures

---

### 1. Introduction

This Domain Name Purchase Agreement ("Agreement") is made and entered into as of [Date], by and between [Seller's Full Name], with a principal place of business at [Seller's Address] ("Seller"), and [Purchaser's Full Name], with a principal place of business at [Purchaser's Address] ("Purchaser").

### 2. Definitions

- **Domain Name**: The internet domain name [Domain Name] including any and all trademark rights and attendant goodwill associated therewith.
- **Purchase Price**: The total amount to be paid by the Purchaser to the Seller for the Domain Name.
- **Effective Date**: The date on which this Agreement is executed by both parties.

### 3. Agreement to Sell and Purchase

The Seller agrees to sell, transfer, and assign to the Purchaser, and the Purchaser agrees to purchase from the Seller, all rights, title, and interest in and to the Domain Name, subject to the terms and conditions set forth in this Agreement.

### 4. Purchase Price

The Purchase Price for the Domain Name shall be [Amount in Words] ([Amount in Figures]) Kenyan Shillings, payable as set forth in Section 5 below.

### 5. Payment Terms

- **Initial Deposit**: The Purchaser shall pay an initial deposit of [Amount in Words] ([Amount in Figures]) Kenyan Shillings upon execution of this Agreement.
- **Final Payment**: The remaining balance of the Purchase Price shall be paid upon the successful transfer of the Domain Name to the Purchaser's account.

### 6. Transfer of Domain Name

- **Transfer Process**: The Seller shall initiate the transfer of the Domain Name to the Purchaser within [Number] business days following receipt of the initial deposit.
- **Completion**: The transfer shall be deemed complete when the Domain Name is successfully registered in the name of the Purchaser.

### 7. Representations and Warranties

- **Seller's Representations**:
  - The Seller has full authority to enter into this Agreement and to sell the Domain Name.
  - The Domain Name is free from any liens, encumbrances, or legal disputes.
  - The Seller has not received any notice of any claim, and there is no pending or threatened claim, with respect to the Domain Name.

- **Purchaser's Representations**:
  - The Purchaser has full authority to enter into this Agreement and to purchase the Domain Name.
  - The Purchaser acknowledges that the Domain Name is being sold "as is" without any warranties, except as expressly provided in this Agreement.

### 8. Indemnification

- **Seller's Indemnification**: The Seller agrees to indemnify, defend, and hold harmless the Purchaser from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the Seller's representations and warranties.
- **Purchaser's Indemnification**: The Purchaser agrees to indemnify, defend, and hold harmless the Seller from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the Purchaser's representations and warranties.

### 9. Confidentiality

Both parties agree to keep the terms of this Agreement and any information exchanged in connection with the transaction confidential and not to disclose such information to any third party without the prior written consent of the other party, except as required by law.

### 10. Governing Law and Dispute Resolution

- **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
- **Dispute Resolution**: Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations. If the parties are unable to resolve the dispute through negotiations, the dispute shall be submitted to arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch. The arbitration shall be conducted in Nairobi, Kenya, and the language of the arbitration shall be English.

### 11. Miscellaneous Provisions

- **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, with respect to the subject matter hereof.
- **Amendments**: Any amendments or modifications to this Agreement must be in writing and signed by both parties.
- **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- **Waiver**: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

### 12. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Domain Name Purchase Agreement as of the Effective Date.

---

**Seller:**

[Seller's Full Name]  
[Seller's Signature]  
[Date]

**Purchaser:**

[Purchaser's Full Name]  
[Purchaser's Signature]  
[Date]

---

## TLDR

This document is a comprehensive Domain Name Purchase Agreement for an online business, detailing the terms and conditions under which the Seller agrees to sell and the Purchaser agrees to buy the specified domain name. It includes sections on the purchase price, payment terms, transfer process, representations and warranties, indemnification, confidentiality, governing law, dispute resolution, and miscellaneous provisions.

## Conclusion

This Domain Name Purchase Agreement ensures that both parties are clear on their rights and obligations, providing a legal framework for the transfer of the domain name. It is essential to have such agreements in place to avoid any future disputes and to ensure a smooth transaction.

---

Sources:
- [Kenya Law Reports](http://www.kenyalaw.org)
- [UpCounsel](https://www.upcounsel.com/domain-name-purchase-agreement)
- [DomainSherpa](https://www.domainsherpa.com/domain-name-purchase-sale-agreement/)
- [Gavel](https://www.gavel.io/document-types/domain-transfer-agreement)

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